Capitalization Transaction definition
Examples of Capitalization Transaction in a sentence
With respect to the first full fiscal year of Aveon following a Capitalization Transaction and any preceding partial fiscal year occurring during the Employment Term, the Segment Return Hurdle shall be no greater than 12%, and, in the case of the partial fiscal year mentioned above, the Segment Return Hurdle shall be measured over the full calendar year, notwithstanding that the Capitalization Transaction shall have occurred after the commencement of the calendar year.
If a Capitalization Transaction has not closed by December 31, 2010, this Agreement shall be immediately void and of no further force or effect.
Subject to Section II.C, below, Employee’s employment pursuant to this Agreement shall commence upon the date (the “Effective Date”) of the closing of a Capitalization Transaction; provided that such Capitalization Transaction closes on or prior to December 31, 2010.
The Borrower will not enter into, directly or indirectly, any transaction (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, except (i) the Capitalization Transaction and (ii) the making of distributions to the Parent to the extent permitted under Section 6.08.
The Installment Sale Transaction and the Initial Capitalization Transaction shall have been consummated.
There is no pending or, to the knowledge of the Borrower, overtly threatened litigation, action, proceeding, or labor controversy affecting the Borrower or any of its Subsidiaries, or any of their respective properties, businesses, assets or revenues which (i) would contest the consummation of the Transaction or the Option Capitalization Transaction or (ii) could reasonably be expected to have a Material Adverse Effect, except as disclosed in Item 6.7 ("Litigation") of the Disclosure Schedule.
Each Purchaser shall have received the pro forma balance sheet of the Company as of the Closing Date giving effect to the Capitalization Transaction, the issuance of the Notes and the proceeds received from the sale thereof.
On the date of Closing, after giving effect to the Capitalization Transaction, the Company will have good and sufficient title to the Installment Note and be the beneficiary under the Letter of Credit, in each case free and clear of Liens prohibited by this Agreement or the Indenture.
The Transaction and the Option Capitalization Transaction (including the incurrence of the initial Credit Extension on the Closing Date and the making of the Term-C Loans on the Restatement Effective Date, the execution and delivery by each Subsidiary Guarantor of the Subsidiary Guaranty and the application of the proceeds of the Credit Extensions), will not involve or result in any fraudulent transfer or fraudulent conveyance under the provisions of Section 548 of the Bankruptcy Code (11 U.S.C. ss.
To the extent contemplated by the terms of this Agreement and the Expansion Subscription and Contribution Agreement, the Option Capitalization Transaction shall have been, or substantially simultaneously with the making of the Term-C Loans on the Restatement Effective Date shall be, consummated in accordance with the Transaction Documents and applicable law, without any amendment to or waiver of any material terms or conditions of the Transaction Documents not approved by the Required Lenders.